Lizard-Man
by Theriddler101
Summary: We all know the origins of Spider-Man, but what if an accident led Peter Parker on a different path, one a bit more…scaly? Well than say hello to Your Friendly Neighborhood Lizard-Man! Taking place in the Ultimate Universe, what if Peter's Fate was changed? This is a challenge by my fanfic. writer Mellera. Check him out for manga and stuff like this. ENJOY!
1. Chapter 1

Disclaimer: I do not own any of the comics/books/manga's/shows/movies/etc. that I write about; otherwise I would be a millionaire NOT writing on fanfiction publishing my own ideas. Also a shout out to my friend Mellra for allowing me to help make this story and for this disclaimer. This ones for you man.

We all know the origins of Spider-Man, but what if an accident led Peter Parker on a different path, one a bit more…scaly? Well than say hello to Your Friendly Neighborhood **Lizard-Man! **Taking place in the Ultimate Universe, what if Peter's Fate was changed?

**Chapter 1: A Change of Fate**

An eight year old boy with brown hair and eyes named Peter Parker sat happily in the back seat of his aunt and uncles car as they drove home from his first ever trip to the New York's Hall of Science Museum. Science had always fascinated the boy, most likely from watching his parents work since before he could remember. Sadly, little to Peter's knowledge, things were not as chipper as they seemed with his parents house. The young boy's family was actually having domestic issues, with his father suffering from extreme anxiety. The boy was told this museum trip with his aunt and uncle was for fun when really it was to get him away from the house so his mother could calm his father down. Things seemed okay though, since they where heading home just after receiving a phone call from his mother receiving the all clear. Peters life, therefore, seemed pretty positive of a life, even with the issues which he knew nothing about, and he had such high hopes that he could someday be in his parent's footsteps as a great scientists. His aunt, May Parker, turned to look at the young boy who was fiddling around with a model dinosaur he received from the museum's gift shop and laughed at the young boy's antics, which was joined by her husband, Ben Parker. Just as they pulled through a four-way intersection towards Peter's Parents House…..

_Screech!_

**Crash!**

A fifteen year old Peter Parker awoke with a start. "That dream again," he muttered as he reached for his glasses on the nightstand with his right arm. The teen got up with a groan as he popped his back into place and went to get ready for the day. The young man paused in front of the mirror on his dresser as he pulled on the artificial limb that replaced his left arm. Peter sighed. He knew that the dream he had was more than a simple dream, it was a memory from when his father's out of control car sped through a red light, plowing into his Aunt and Uncle's. The majority of the collision happened in the back , where fortunately the side of the car dampened most of the blow, but it had the bad luck of forcing him into the other side of the car, damaging his arm beyond repair from the impact. He had to get the limb amputated after nearly a week of hospitalization when it became clear that his arm wouldn't be able to heal the shattered bones from the elbow down, not to mention deal with the murder of his mother done by his own father, and his father causing the crash. Peter had spent the better part of that year through rehab and therapy getting used to his new arm and life style, which he had for the past seven years, with a smile on his face and a chip on his shoulder; Or should I say where his left are used to be.

After setting the last strap on the artificial limb, Peter put on his clothes in a painstakingly slow effort with only one fully functional appendage, and went into the bathroom to do his business. Afterwards, the youth headed downstairs for breakfast. He was greeted with the sight of his aunt and uncle already up and in the kitchen. He saw Uncle Ben quickly hide something that looked suspiciously like a bill, under the morning newspaper and the elderly Parker said, "Morning Peter! Sleep well?" "Morning Uncle Ben, Aunt May. I slept okay I guess keep having this dream though. Oh well." Peter said with a slightly strained smile as he sat himself down at the table. Aunt May set a bowl of cereal in front of the amputee and said, "Well that's nice dear, now eat up before your late for school!"

As Peter started to eat Ben asked, "So sport, any plans for the day?" to which Peter replied, "Well, after school I was thinking of hanging out with some of my friends for a little bit before heading over to the lab."

May chuckled at that and said, "Our little Peter the scientist! Oh how fast you've grown up. Before you know it you'll be going to college and getting some important job in solving world hunger or some other saving the world business! Already you have that internship with that doctor…oh what's his name again?"

"Conners, Aunt May, his name is Doctor Curt Conners. While I don't know about the whole 'saving the world' thing, I'll try to make you both proud," Peter said with a warm smile.

"You already do dear" She said but suddenly a grunt came from his Uncle Ben. "Aren't you forgetting something?" Peter looked Perplexed. "What do you mean?" He said. Uncle Ben looked at Peter with slight disappointment. "It's your Father's Birthday." He said. Peter then was shocked and remembered it was. He then tried to walk away when his uncle stepped in front of him. "Now look son, I go every year and he always asks for you, and I know there's bad blood between you two but.." Peter snapped. "Bad blood?! Is that all it is to you? Uncle Ben, if it wasn't for that lunatic.."

"That Lunatic is your Father."

"I wouldn't care if he was the queen of Russia! The man cost me my arm, he cost me my mother and he cost me your wellbeing!"

"Our what?" Said Uncle Ben Sternly. "You think we're unhappy with you under our roof?"

Peter got a bit sheepish "No it's not that it's…. I always see the bills, no matter where you hide them" Peter points at the Newspaper Ben hid the bill under. "And I know that it's ,my fault cause I'm..." Suddenly Peter teared up a bit as he looked at his artificial limb and then Uncle Ben took him in his arms. Aunt May also came over to comfort the tragedy stricken boy. "Oh Peter." said Uncle Ben. "You're not a problem boy, you're a blessing. One we love dearly."

"If I only had my other arm so I wasn't useless.."

"You're not useless. You don't need your left arm to be great, and you shouldn't blame a sick man for causing the injury. You know that's what your Father is."

Peter shrugged a small shrug. "Yeah I know but visiting him…"

"Look I do it every year and like I said he always asks for you. I feel you should at least give him a chance."

Peter wiped his face and picked up his backpack shaking his head. "I don't like it but fine. Can we do it after my session with Conners though? We're kinda in the middle of a break through."

"Fine but no later. The place closes at 8"

"Thanks Uncle Ben!" and right on that, Peter's buss pulled up, Aunt May gave him a kiss, and the boy was off in a flash. Though he still didn't like the idea of visiting his Father, Peter was now anxious to go, cause if he and Conners actually have what they need figured out, he might be able to reverse the crash's "accidental" mistake.


	2. Chapter 2: A Journey Begins

Chapter Two: A Journeys Beginning

Connors sat in his lab, looking at about six small tubes of green goo over burners. His excitement was obvious and anxious with all the beads of sweat and smile on his face. He jots down numbers and other notes on paper with his one arm, holding the paper down with a mug as he stares at tubes boiling. Then after all have reached a boiling point, he takes them to a larger beaker that sits in a spinner. He then pours all the liquid into the beaker and activates the spinner. As it spins he takes a few notes and as it slows down. He anxiously grabs a syringe. When it finally stops with a click, Connors grabs the tube and sucks the light green liquid into the syringe. He then fast walks over to a silver cage containing a white rat with a missing limb. He picks it up and injects it with the serum with an accomplishing smile. He then sets him back in the cage and smiles at the rat. "You are my best hope Theodore. If my calculations, are correct you'll be walking with the best of them." Curt's smile was beaming, with hope that maybe him and Peter might be able to become "normal people".

Peter sat during lunch going over one of his many science books, propping the book open with his artificial arm while his real arm groped for his lunch. He tried to focus on his studies, when suddenly, a French fry flew a mere inch past his nose. He sighed and smiled as he looked up to look at the food thrower: Eugene "Flash" Thompson and Kenny "Kong" were high fiving themselves like the pair of immature jock goof balls that they were. Flash had been giving Peter a hard time ever since high school started, but it was all in good fun. The two were friends back in middle school, and still where but in a more undisclosed way. They agreed before the years began "you know things will be different in hs. It's gona be hard to be friends" said flash but Peter suggested " In school yeah, but who's to know outside?". And with that it was played off as a childish rivalry in the building but outside the two would hung out just like always (mainly Sundays since Flash's Jock schedule was hectic). Also, considering, Peter's handicap he's been able to play off his "Flash doesn't want to hurt a cripple" feacade so his whole jocks-pick-on-nerds stereotype actions were child's play rather than harsh. But there was one problem: Peter isn't a push over. So when Flash looked down, he dipped the fry in Ketchup and through it back! Sadly it hit Kong in the head, not Flash, Causing an unexpected confrontation. Peter, now looking in his book innocently, when Kong's hulking hand hit the lunch table. "Yo nerd!". Peter tried to ignore him when all of a sudden Kong pulled the paper down. Ketchup leaked from his forhead. Peter said trying not to laugh "Can I help you?". Kong took his figure, smothered it with ketup and rubbed it on Peter's face. "You see that!?" said Kong. "That's ketchup on my face! MY FACE! What makes you think YOU can do that, puny Parker?!" Peter whipped the the ketchup off of his own face and said. "If you can't take a joke why deliver them Kongy Boy?" Kong slammed on the table again when all of a sudden Flash's hand pulled Kong back from the table. "Alright big boy save it for the field." Said Flash, as he wiped the ketup off Kong's forhead with a napkin. "Next time captain he's mine. Cripple or not" said Kong as he looked back to see Peter reading his book again. Suddenly the bell rang. "Go to class I'll be right over" said Flash as he pat Kong on the back. Then, when Kong was out of sight, he sat next to Peter. "What the hell where you thinking?" Said Flash. Peter began to put his book back into his backpack. "I was thinking you forgot the ketchup." Said Peter. Flash chuckled. "Your such a smart ass Pete. Do you understand what could of happened?" Peter giggles as he stands up from the table. "Please what's he going to do? Take a swing at me?" Flash pulls him to the side. "Uh yeah maybe. You really shouldn't take this cripple thing for granted you know." Peter laughs. "Granted? You really think.." "Pete don't take it like that." Peter sighs, releasing the tension. "Yeah.. I know. Sometimes I get touchy though." Flash smiles and gives Peter a quick nudge. "Alright baby I got to get to class. Catch you Sunday?" Peter's pity washes away with a quick smile. "Of course" he says. "Let the wars begin!" And as Peter looked away with a laugh, Flash was gone and replaced with a voice saying "Yo Peter, Dumb over there giving you ?"

As Peter looks up, Marry Jane "M.J." Watson stood right in front of him with her trillion freckles and funky glasses. "Of course not it's all in good fun" said Peter shrugging as she put her arm around his cast arm and saying "Whatever you say". Peter grimmest at her. "Alright, MJ is that necessary?" "Hey you're a cripple I'm just being considerate. Plus if we don't wanna be late for the bus." Peter stops dead in his tracks almost tripping three people. "Whoa wait what bus?" "Uh the science trip remember?!" Peter slams his face into his hand. "God freakin Christ I completely forgot. Shit this messes up my whole day. I thought it was a half day and… Crap I need to call Conners." Like Quick Silver, MJ pulls out Peters phone from his bag. "Whoa how'd you do that?" "I'm still a girl. Phones are life." Peter shrugs, takes the phone and speed dials Conners.

Conners is still looking at his rat when his phone rings. "Conners." He answers "Doc it's me. I'm gonna be a bit late for our meeting." "But I thought you had…" "No not exactly I'm part of the science club and we have a trip to the Oscorp lab in Central." Conners gets a little hot under the collar. "Peter, you NEED TO BE HERE! I just started animal testing remember? You're my assistant I need you! Plus you have the notes! If this works I need those to start human trials!" Peter blushes with excitement and worry. "Okay… I'll cut out early. The labs close to central correct? I'll cut out and take a cab there! 10 minutes tops!" And with that Peter hung up the phone. MJ just looked shocked. "What makes you think they'll let the captain of the Science Club cut out early" Peter smirked at MJ. "I'm still a guy" he said and like that, they where off.


	3. Author's Note Chapter 3 Coming SOON!

Author's Note:

Just wanted to let all my readers know Chapter 3 of Lizard-Man is finished and will be up soon. This is where things get interesting. This is the best chapter yet for it's the excitement kicks in, and for all the spider-man Fans out there, you will love the cameos of people very popular to the this now twisted universe.


	4. Chapter 3: Rebirth

Chapter 3: Rebirth

In the office of Oscorp Inc., Norman Osborn stood looking over the city like the brooding strong intellect he was; looking out over the city as if to be searching for answers in his head. He then took out a vile from his pocket that contained a bit of yellow liquid. _My legacy_ he thought as he looked at it. Suddenly his cell phone rang. "Norman here." He said. "Sir it's been integrated!" said the man on Norman's phone and suddenly Norman hung up, and booked it out of his room.

Peter looked out over the land scape that is the Oscorpe Inc. building and science lab. He was over whelmed with joy but then his vision was ruined by a young boy dressed in black with two body guards. Peter's joy dwindled a bit. "What's wrong?" asked MJ. "Bratborn is here." MJ looked over to see the same boy and guards. "Who Harry? Of course he is. His father owns this place doesn't he?" Peter looked at her with raised eyebrows. "Yeah but, he's not in the science club, if you haven't noticed, and he's probably here for one reason..." Suddenly off the bus came a girl with blond hair with a bunch of other girls. Peter pulled a slight smile, till MJ hit him. "OW what was that for?" MJ looked at him with disgust. "Of all the reasons for you to hate Harry Osborn and women for you to be interested in, why is it Gwen freakin Skanksy?"Peter Chuckles. "It's Stacey, and yeah of course she is! She's the most popular girl in school and knock on wood? She's in the science club. Why wouldn't I fall for that?" MJ gets more disgusted. "Well she's only here for extra credit, first off, and she has no depth. She's all blonde and no brain!" Peter smirks. "She's hot?" he says and MJ hits him again and at the same time Peter sees Gwen go over to Harry Osborn, who waves off the guards, and kisses Gwen. What would have been a wince of pain went into his one fist into a clutch. MJ giggles knowing that reaction. "A cripple verses the richest kid in town… hehe.. who will win?" Peter smirks and is then pulled away from seeing the embrace by MJ who brings them to a scientist in front of the rest of the students. "Hello students!" says the scientist. "I am Doctor Otto Octavias; one of the many scientists here and your tour guide for this afternoon. If you all will follow me." And with that, MJ, Peter and the rest of the class enter the huge Oscorp building.

In one of the labs of Oscorp, not far from the tour, Norman stood with one of his scientists, who had black greasy hair, looking in a glass case that contains a large spider that seemed to be extremely antsy. Norman smiled "So it took to the formula did it?" The scientist activates a hologram in a handheld panel. "Yes, unlike how Connors believed." He said through a thick Transylvanian like accent. "As you can see OZ is fully integrated. The spider is ten times more lethal and strong." The spider then hit the glass so hard that it shook. Norman gets another smile in. "Excellent. Any specific modifications besides basics?" says Norman. The scientist then activates another hologram that replaces the previous. It seems to show a fang in its blue glow. "Well the venom is most fascinating." He says. "Biting a well operating specimen is something we haven't tested full on but from the way the Oz formula works it should do nothing, but when it bites any type of injured or crippled specimen, its venom takes a turn for the worst, starting with degrading and deteriorating the injured creature's cells. It's kind of a primal thing I think, you know like a bat will..." "Okay Morbius that's enough!" interrupts Norman. He rubs the glass as the spider rapidly nips at the glass. "This is wonderful" Norman says with a smirk. "Let this exhibit open to the tour. My son will be present." "But sir the spider as you can see reacts to..." Norman interrupts "MORBIUS! Who pays you?" and like that Morbius shuts his mouth. "That's what I thought" said Norman. As Norman leaves no one notices Morbius cover the spider's cage. But Morbius also doesn't notice the chipping at a corner of the glass beginning to crack from the spiders nipping…

Back at the tour, Peter is overwhelmed with thought. Though he wishes he could listen to Octavias talk about his work on fusion energy and all the other fun stuff, he was uncomfortable with the girl of his dreams being with the rich boy behind them, he's got Conners waiting for him at the lab, and today is his murderous psycho fathers birthday (Who he will have to see today). _This day is a mess _he thought when suddenly the group stops and he runs into MJ. "Whoa what's the…" Suddenly Peter sees the robust Norman Osborn standing in front of the group and shuts his mouth. "Welcome students from mid-town." says Norman. "Now as fantastic as a job you're doing, Doctor Octavias, could I borrow your students for just a second?" says Norman. "By all means sir" says Octavias. Then as Norman leads the group Peter thinks _This is my chance_ but as he tries to break from the group, MJ grabs him. "Oh no! Not right now. You want to be branded for walking out on a rich scientist?" says MJ. So Peter grimly follows the group.

"Fine but after," He says in a whisper. Then just a few steps and a turn away the group is brought to a violet lit room that has a bunch of lit glass cages. "Welcome to the OZ room! Dr. Morbius will take over from here" Says Norman. But as Dr. Morbius goes on and on Peter's thoughts are elsewhere. _I need to get out! _He thinks and with a slight rush, he creeps out from the group. As he backs up, he accidentally bumps into a covered glass cage, dropping his back pack. As he goes to pick it up, Harry Osborn walks over to him. "Hey Parker, what are you trying to skip out early?" Peter stands up. "No I just need to use the restroom." He says, and as Peter walks away, something with eight legs crawls into his bag. "Oh it's just down the hall that way," points out Harry. "Oh thanks." says Peter as he goes to grab his bag. He notices his research notes had fallen out and as he puts them back in he gets a sudden fiery pain in his hand, and he sees a spider crawl out of his bag. "Hey can I ask you something?" Asks Harry while Peter keeps his hand in his bag, trying to hide the major pain. "Um yeah what?" "Can you like do my homework for me? I know you're like really smart. I'll pay you if..." Peter interrupts "Yeah yeah yeah sure… um gotta go." And with that Peter runs out of the exhibit and quickly out the front door.

He takes a quick peak at his hands and notices large amounts of blood and skin beginning to deteriorate from his hand. _SHIT SHIT SHIT! What bit me!_ He thought. Trying to use his handicap to his advantage and his bleeding good hand in his bag, Peter kinda waves his fake ligament and gets a cab. "To Liberty West and step on it!" says Peter. "No probs!" says the driver. Peter then takes another peak at his hand. It was bleeding even more so, and looked to be becoming infected more rapidly. Also, his vision was becoming fuzzy.

Ten minutes went by quick. Peter hands the man a 20 and runs into the building and makes a left into Conners' lab.

"DOC, DOC!" screams Peter as he drops the back pack and falls to his knees. "Peter!" exclaimed Conners. "Good God boy what happened to you?" Peter began to sweat and go limp. "I don't… know Doc. Something...in the Oz lab…Oscorp…" Conners ran and grabbed a handy stretcher he had, and doing what he could with one arm, helped Peter onto the stretcher. "Hang in there boy" Says Conners. With a quick bit of Peter's blood, Conners runs an analysis with a very advance machine he had much like Morbius's hologram projector only flat. _Never thought I'd use this again_ thought Conners. The machine read OSCORP EXPERIMENT FILE DNA 227 : Arachna OZ: Causes deterioration/death to injured subjects.

Conners began to panic. "Oh no, not the Arachnid! I thought they canceled that when I took my research!" Conners then looked back at Peter who was getting worse and worse. "Peter you've been bit an Oz spider. The venom is treating you like pray! You're dying!"

Peter could see very little now, but he heard and was able to muster. "The formula… the regenerating formula… Use it." Conners looks shocked but gets what Peter is thinking. "Peter that's… I don't know if that will work." Peter grabs Conners by the collar. "Regeneration… cancel degradation… do it!" says Peter.

With a nervous look in his eyes, Conners grabs his new green vial and syringe. With a quick hand and in desperation, Conners takes the fluid in the syringe and walks over to Peter. "Not going to lie Peter… This is going to hurt. … and God I hope it works!" And with a quick jab right into the wound, Conners injects the fluid, and within ten seconds and a long scream Peter's vision went black.

**Time-skip**

Not sure what time it was or where he was, Peter opened his eyes he sat up and winced a bit with a stretch. His vision was fuzzy and everything seemed to be a bit of a yellow tint, but he could make out the shape of Conners in front of him. "D... Doc?" Says Peter in what seemed to be a raspy voice. Conners seemed more than a little shocked and backed away. Peter blinked and his vision became completely clear but still yellowish. "Doc am… am I alright." Conners loosened up a bit. "Um… well you're alive." Conners said with what seems to be regret.

"Um yeah that's good" says Peter. "But why is my vision all funky and my voice." Peter coughs and reaches for his neck. When he feels it, it doesn't feel like skin, but smooth and in some parts scale like. He then looks at his skin. Even through the yellow tint he could see his hand is now green and scaly. His nails where also long and black. _No… no way_ thinks Peter. He then gets up, a little unstable at first and runs to a nearby mirror, despite Conners' protests. He turns it with hesitation, and when he finally faces it, he sees him but with scales, a snout, green tendril spikes for hair, spikes on his shoulders, yellow eyes, two arms and a tail. With rage and a very loud roar, Peter hits the mirror smashing it to a pulp and drops to the ground while staring at both of his arms and begins to cry. "What have I done?" says Peter as he sobs. "I don't know" says Conners, looking sadly at the transformed teen.


End file.
